Peter Carlson
CITIZENSAbout Peter M. Carlson
Peter M. Carlson, age 60, is an independent director of Citizens, Inc. (CIA) elected on June 17, 2025. He is a CPA and retired CEO/CFO/COO with deep finance, audit, and insurance experience; education includes a B.S. in Accounting from Wake Forest University. Prior roles span Spectral AI (CEO; CFO), MiMedx (CFO), Brighthouse Financial (COO), MetLife (Chief Accounting Officer), Wachovia (Controller), and Arthur Andersen (audit partner). Carlson brings competencies in C-level leadership, U.S. life insurance, M&A/strategy, emerging technology/AI, and finance/audit as highlighted by CIA’s skills matrix . He was elected with 3,433,773 “For” votes versus 17,525 “Against” and 26,626 “Abstain” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectral AI | CEO; CFO | CEO: Feb–Oct 2024; CFO: Jan 2024 | Led strategic and operational initiatives during leadership transition |
| MiMedx Group, Inc. | CFO | Not specified (prior to Spectral AI) | Drove strategic/financing/operational initiatives to stabilize and strengthen the company |
| Brighthouse Financial, Inc. | Chief Operating Officer | Not specified | Played essential role in establishing Brighthouse as a separate public company post MetLife spin-off |
| MetLife, Inc. | Chief Accounting Officer | 8 years | Fortune 50 financial services leadership and accounting oversight |
| Wachovia Corporation | Controller | Not specified | Senior controllership responsibilities |
| Arthur Andersen LLP | Audit Partner | Not specified | Big Five audit partner experience |
External Roles
| Organization | Role | Committees |
|---|---|---|
| White Mountains Insurance Group | Board Member; Audit Committee Chair | Audit Committee Chair |
| Wake Forest University | Trustee | Audit Committee; Athletics Committee |
Board Governance
- Independence: CIA’s Board determined all current members and nominees other than the CEO are independent; committees are entirely independent. Carlson is listed as an independent director nominee and now director .
- Board leadership: Independent Chair (Jerry D. “Chip” Davis, Jr.) structure, separate from CEO .
- Committees: Standing committees—Audit (Chair: Dr. Terry S. Maness), Compensation (Chair: Jerry D. Davis, Jr.), Investment (Chair: Christopher W. Claus), Nominating & Corporate Governance (Chair: Cynthia H. Davis). Committee membership consists entirely of independent directors .
- Attendance: In 2024 the Board met 7 times and each director attended at least 75% of Board and committee meetings; independent directors hold executive sessions at least three times per year .
- Election results (2025): Carlson’s election vote detail below.
| 2025 Annual Meeting – Director Election | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Peter M. Carlson | 3,433,773 | 17,525 | 26,626 | 3,195,669 |
- Say-on-Pay (2025): 80% For, 13% Against, 6% Abstain (broker non-votes 3,195,669) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid in 24 equal installments throughout the year, subject to continued service |
| Additional cash retainer – Chair of Board or any committee | $10,000 | Chair premium |
| Meeting fees | $0 | No fees for attending Board or committee meetings |
| Director education reimbursement | Up to $5,000 | Reimbursement; not included in compensation table totals |
Performance Compensation
| Equity Instrument | Grant Policy | Grant Value | Units at Grant | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSUs (Directors) | Granted on date of Annual Meeting | $40,000 | 14,035 RSUs (example for directors elected June 18, 2024) | 1-year cliff vest; one share per RSU delivered at vest | None (time-based) |
Note: CIA does not grant stock options to directors; director equity is time-based RSUs under the policy in effect. 2025 individual grant units for Carlson were not disclosed at the time of the proxy; the structure above governs director awards .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| White Mountains Insurance Group | Insurance holding company | Director; Audit Committee Chair | Same broad sector (insurance). CIA’s related party review states no transactions >$120,000 involving directors/nominees since Jan 1, 2024; Audit Committee approves any related person transactions . |
| Wake Forest University | Academic | Trustee; Audit & Athletics Committees | Non-corporate governance role; not a transactional counterparty to CIA . |
Expertise & Qualifications
- CPA with 30 years across Fortune 50 financial institutions and audit leadership (Arthur Andersen), with deep finance and audit expertise .
- U.S. life insurance operator: COO at Brighthouse, accounting leadership at MetLife; relevant to CIA’s core business .
- M&A/Corporate Strategy and Emerging Technology/AI exposure (Spectral AI leadership) aligning with CIA’s skills matrix emphasis .
Equity Ownership
| Holder | Class A Shares Owned | % of Class |
|---|---|---|
| Peter M. Carlson | 0 | <0.3% (denoted “*”) |
- Pledging/Hedging: CIA prohibits pledging, hedging, short sales, and derivative transactions in company stock for directors and officers; pre-clearance required for trades; blackout periods apply .
- Ownership guidelines: CIA maintains stock ownership guidelines among its governance documents; individual director compliance status for Carlson not disclosed .
Governance Assessment
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Strengths:
- Independence: Board and committees composed entirely of independent directors; Carlson meets independence standards including CIA’s enhanced cap on outside fees .
- Audit expertise: Carlson’s finance/audit credentials complement CIA’s risk oversight; fits Audit Committee-heavy governance needs .
- Compensation discipline: Director comp is moderate with balanced cash and time-based RSUs; no options; no meeting fees .
- Shareholder support: Carlson elected with overwhelming support; say‑on‑pay passed at 80% in 2025 (down from 90% cited for 2024 practices) .
-
Watch items / RED FLAGS:
- Skin‑in‑the‑game: 0 shares held at record date as of April 21, 2025; alignment expected to improve as RSUs vest; monitor future purchases/holding .
- Sector interlock: Concurrent audit chair role at White Mountains Insurance Group; while no related-party transactions are disclosed, monitor for potential related-party exposure or competitive information flow; CIA’s Audit Committee must pre‑approve any such transactions .
- Committee assignment disclosure: Post‑election CIA committee assignment for Carlson not specified in filings reviewed; investors should watch for updated committee rosters in subsequent filings .
-
Shareholder vote context:
- Director election support for Carlson: “For” 3,433,773 (vs 17,525 “Against”); strong endorsement .
- Auditor ratification received ~97% “For”; supports audit oversight stability .
- Say‑on‑pay approval at 80%—supportive but below prior 90% referenced in proxy practice summary; suggests modest scrutiny of pay programs .
Related Party & Conflicts Review
- Policy & controls: CIA requires Audit Committee approval for related person transactions; quarterly disclosure reviews and questionnaires for directors/executives .
- Disclosures: No transactions over $120,000 involving directors/nominees since January 1, 2024; none proposed .
- Insider trading policy: No hedging/pledging; pre‑clearance required; blackout periods enforced .
Overall, Carlson adds audit rigor and insurance operations depth to CIA’s independent board. The primary investor watchpoint is building ownership alignment from a zero‑share starting point, alongside monitoring for any interlocks-related transactions—all mitigated by CIA’s strong related‑party approval and trading/pledging prohibitions .